Posts Tagged ‘SIAS’

Some Tiger shareholders feel that they are entitled as these spoled brats isit? They think they like PAP ministers isit?

The Securities Investors Association Singapore (SIAS) said in the open letter dated Dec 18 that some Tigerair minority shareholders felt SIA’s offer was “not reasonable”.

The reason for this, Mr Gerald, president of SIAS, was that shareholders who bought Tigerair shares during its initial public offering in 2010 at S$1.50 a share and subscribed to all three rights issues since then would have paid an average of S$0.67 a share. The takeover price is 0,41

My X’mas, New Yr pressie to readers: 2 quotes that will serve them well as investors in 2014. The second one will also serve the Oppo and kay pohs well.

… fairly conservative investor, strongly believing in the combination of traditional valuation methods and charts – always looking at the balance sheet first and then analyzing the charts over 20, 50, 100, and 200 days.

“The only way that individual investors can be heard in a situation like this* is to collaborate and try to get attention. There are so many other interested parties trying to get their points across that it’s the only way they can have a voice, ” says Mark Taber, a British individual investor, who has led three successful campaigns against banks.

(But I doubt asking SIAS to get involved amounts to collaboration.)

And collaboration applies to the Opposition and kay pohs too, though sadly the WP is very clear that it’s the PAP’s co-driver not part of any coalition against the PAP govt. Though I am willing to give Low, Ah Lian and Muhamad Faisal bin Abdul Manap that they don’t have ministerial ambitions unlike PritamS. As to Auntie and Show Mao, one senses they think they are meant for better things than juz MPs.

As for attention, the kay pohs should think again of their attention-seeking attempts. I often feel that there is too much aping of Western PR techniques. I plan to go into detail later this yr, but here’s the essence: Western HR PR tactics are premised on the assumptions that:

— the public knows and cares about the causes of the PR effort. In S’pore this may not be the case. Take the case of migrant workers arrested for “rioting”: while the kay pohs focus on “due process” and poor working conditions; the posters on TRE focus on being anti-PAP even while supporting deportation for alleged rioters, and low wages for manual workers.

So long as shares go up, investors don’t care about corporate governance

The Trade: In Shareholder Say-on-Pay Votes, More Whispers Than ShoutsThe Dodd-Frank Act required shareholder approval of executive pay packages, but investors don’t seem to care about pay if their stocks are up, says Jesse Eisinger of ProPublica.

FBI investigating adviser on Chinese reverse mergers following a spate of problems with these listcos. No such luck here for investors here in S-Chips, despite the well documented problems. Investors only got SIAS and SGX.

Yesterday I read in BT that David Gerald, Mr SIAS, had found new blood to replace him.

He should have considered closing it down, and then closed it down because if retail investors are not interested in helping themselves why should he and others waste their time helping them?

The retail investors deserve to be fleeced like sheep.

Think I am hard? “Most of the 70,000 SIAS members who had signed up so that SIAS would settle the Clob matter on their behalf have since abandoned the organisation, leaving SIAS with less than 100 active members now,” reports BT. .

SIAS is, as usual, calling for more measures to safeguard investors’ interesting following yet another S-Chip fiasco.

SIAS has a research department. Why can’t it do what Muddy Waters Research is doing? This US firm has issued damning reports on five Chinese cos listed in the US. He approaches each case like an investigation, sifting through corporate registration documents and even hiring private investigators to pose as potential business partners.

If this can happen to a UK listco, which is part of the Hong Leong Gp, could happen to Sino-E or any other S-Chip that has or had management or corporate governance problems. SIAS and SGX should ask listcos what steps they have taken to prevent sumething similar happening to them in China? FT reports

Millennium & Copthorne, the hotel group, underscored the challenges for western companies operating in China on Monday after it revealed that a former employee at one of its joint ventures there had allegedly sold $48m (£31m) of the venture’s assets without M&C’s permission.

The company said the employee, Cheung Ping Kwong, sold the assets – which included a hotel and development land – in spite of a Chinese newspaper advertisement issued by the joint venture warning that he had been removed from his position at the group and was not authorised to sell the holdings.

Can’t understand why Sino-Environment spends $ on advisers* in connection with the proposed restructuring of the Company’s 4% convertible bonds due 2013 issued in an aggregate principal amountof S$149 million (the “Bonds”) and its debt obligations.

When it terminated nTan Corporate Advisory in March as the independent financial adviser (IFA ) to the Company, the board said, “In line with the Company’s cost-cutting measures, the Company has terminated the appointment of the IFA with effect from 18 February 2010. The Company’s newlyappointed chief executive officer, Mr Sam Chong Keen, will undertake the task of negotiating and liaising with the Company’s bondholders.”

I think the board owes the shareholders an explanation for this change of mind. And I hope SIAS or SGX will ask the board for an explanation. Though something tells me that nothing will happen. Poor shareholders, they might reasonably think that directors are spending shareholders’ money to ensure that the board doesn’t get sued.

Or that the board thinks CEO is not up to job?

*Ernst & Young Solutions LLP (“E&Y”) is the financial adviser. “E&Y’s scope of work will include, among other things:

(a) advising and assisting the Group on suitable options for discussion with the holders of the Bonds (the “Bondholders”) and providing assistance on the development of a comprehensive debtrestructuring plan of the Company’s existing borrowings and liaising and negotiating with the Bondholders in connection with the debt restructuring exercise; and

(b) undertaking a business and financial analysis on certain related matters.”

“The Company has also appointed Stamford Law Corporation as its legal adviser to act for the Group in relation to matters arising from the debt restructuring.”

One, even if a firm has the cash for a buyout, most shareholders will not benefit. Ionics EMS’s exit offer of 1.5 cents per share, for example, was a 23.86 per cent discount to the 12-month volume-weighted average price (VWAP).

And as BT reported on tuesday, “With most of the companies experiencing drastic sell-offs since the de-listing notice was issued on March 2, their counters’ last-traded prices have fallen significantly below net asset value (NAV). General Magnetics’ case is the most vivid, with a $0.19 NAV per share against its last-traded price of $0.085.”

And as BT pointed out, “Should VWAP feature more prominently than NAV in determining the exit offer, the price may end up being ridiculously low and shareholders of the five companies that face de-listing may find the options to stay or to go are not really options at all.”

But some gd news for value investors: the investors in Lion Asiapac have gotten something — 15 cents a share via special dividend. Gd for them and great that they stood up and shouted for the money. And all without that self-proclaimed small shareholders’ champ.SIAS

I’ve always wondered why SIAS had been quiet on the lack of news from Sino-E’s board on what was being done to protect the assets and business of the company. I had tot that maybe company had quietly assured SIAS that things were in motion but that publicity could cause problems.

So I was surprised to read in Wednesday’s papers that SIAS had gone public on Tuesday, saying it had asked asked questions since December, but had been ignored. ST also reported that Sino-E had responded in a sense. No wonder it didn’t earlier reply or inform shareholders, the news is not reassuring. Bugger-all has been done other than reconstituting the board and appointing a CEO. Production has ceased, and the cash has not been secured.

Though to be fair, the board is S’pore-based, while business, assets are in a faraway district in a faraway province from Beijing or Shanghai in China. And the board could could argue that since the shares are still suspended, there was no need to upset shareholders with the bad news.

Let’s hope that SIAS has learnt that a nicely, nicely approach could be taken as a sign of weakness and impotence. More and louder growls, pls. If nec, howls pls. Wolves are feared: lap dogs and toothless mutts are not. As MM has said, S’poreans needed to be spurred.

If I were a small shareholder, I’d need some more information on what is happening.

Following last Sunday’s announcement that the three executive directors (EDs) had resigned, the independent directors (IDs), by then the only remaining directors, said mid-week they had made three new board appointments and re-appointed the former financial controller. Two were IDs and one was a non-executive.

But till time of this post, nothing has been heard about who is managing the company in the absence of the CEO or any ED in China. And if no one is managing, who will manage it and when? Waz the point of all these directors based here? Everything of value is in China.

The IDs should be telling shareholders what they are doing to ensure that the assets of the company are not plundered or the business is not misrun in the absence of the EDs. If there are already gd managers on the ground, shareholders should be told. If there are none, why were there no plans for managers to replace the EDs? After all the IDs were seeking to remove the then EDs. And when will the new managers are expected to be in place? Shareholders need this information.

Surprised

SIAS not publicly commented on this;

SGX not publicly querying company; or

none of the usual corporate governance pundits are even raising this issue.

But who knows, maybe behind the scenes? Somehow I doubt it.

Is all this corporate governance activity by the two IDs and talk by others, Wayang or shadow puppetry in its most sophisticated form?

A small shareholder might very well think that. I couldn’t possibly comment

SIAS has said that the share register of Sino-Environment is open, with no controlling shareholder; correcting my presumption that the EDs and connections could still control the company.

SIAS goes on to urge “minority shareholders to turn up in force at the EGM to support the Independent Directors (IDs) as their combined votes are important to ensure that the proposal to remove the EDs wins shareholder approval.” (A quibble here: If there is no-one or group with a controlling interest, how can there be “minority shareholders”? SIAS must mean “small shareholders”. Sorry it’s the lawyer in me.)

On a very serious note: What are the implications, if at the EGM, there is a majority who vote against the removal of the EDs?

What happens when shareholder democracy clashes with possible corporate misdeeds? Remember, unlike directors (who have to act in the best interests of the company), shareholders can act in their selfish interests. Shareholders who find themselves “at the wrong end of the stick” as the English expression goes, have to go to court to protect their interests. How will everything then play out?

When general Cornwallis surrendered to George Washington in 1781 (effectively ending the American Revolution), the surrendering British army’s band is reputed to have played “World Turned Upset Down”. If the EDS remain in office after the EGM, some assumptions of company law and the listing manual, may be founding wanting.

As someone interested in the intricacies of company law and the listing manual and how they interact, I selfishly hope that the EDs win.

I know, I know. No a charitable tot at Christmas, especially towards many of the shareholders of the company. But they have to live with the consequences of their actions or inactions. No-one forced them to buy this particular S-Chip.

I wonder if the SGX has thought thru its proposals on imposing more duties on independent directors of S-Chips (OK the proposals apply to all companies with major overseas units: but it seems reasonable to conclude that S-Chips were the intended targets of these measures.)

Will the S-Chips find IDs prepared to serve on their boards, if the proposals become the “law”? Already the chairman of the Singapore Institute of Directors has expressed concern that existing IDs may resign to avoid these additional duties? What happens if IDs resign and the S-Chips cannot find replacements?

What will SGX do? Suspend these companies, or delist them? And wouldn’t the losers be the retail gamblers , opps, investors?

If the S-Chips pay a lot of money, I’m sure they can get IDs. The issue is whether they got the cash to pat them. Many of them are SMEs; the bigger companies prefer HKSE.

Finally is there a problem? The president of SIAS was quoted recently as saying that it would be unfair to view “the 154 S-Chips” as being especially vulnerable to problems arising from weak corporate governance, only a few were “problematic”.